/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 21, 2019 /CNW/ - Warrior Gold Inc.
(TSX-V - WAR) ("Warrior Gold" or the "Company") is
pleased to announce that the Company has closed its previously
announced non-brokered private placement (see press releases of
September 17 and 26, 2019) raising
gross proceeds of $1,010,093 through
the issuance of 10,645,478 common shares, relating to subscriptions
totaling $520,000 in flow-through
units ("FT Units") and $490,093 in hard dollar units ("HD
Units").
Each FT Unit was priced at $0.10
and comprised one flow-through common share and one-half of one
common share purchase warrant and each HD Unit was priced at
$0.09 and comprised one common share
and one-half of one common share purchase warrant of the Company.
Each whole common share purchase warrant (a "Warrant") will
entitle the holder, on exercise, to purchase one additional common
share of the Company at a price of $0.15 per common share for one year post the
closing date, provided, however, that, if at any time following the
expiry of the statutory four-month hold period, the closing price
of the common shares on the TSX Venture Exchange (the
"TSXV") is greater than $0.30
for 20 or more consecutive trading days, the Warrants will be
accelerated and will expire on the 30th business day
following the date of notice of such acceleration. Insiders of the
Company subscribed for an aggregate of 1,000,000 FT Units for gross
proceeds of $100,000 under the
Offering.
As certain insiders of Warrior Gold participated in the
Offering, it is deemed to be a "related-party transaction" as
defined under Multilateral Instrument 61-101-Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
Company is exempt from the formal valuation requirement of Section
5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and
exempt from the minority approval requirements of Section 5.6 of MI
61-101 pursuant to Subsection 5.7(a) of MI 61-101.
In connection with the Offering, the Company paid finders' fees
of $32,548 in cash and issued 339,479
finder warrants on the same terms as the financing Warrants (but
non-transferable), as permitted by the policies of the TSXV.
The securities issued under the Offering are subject to a
four-month hold period from the date of issuance in accordance with
applicable securities laws, expiring on March 21, 2020.
The proceeds from the HD Unit Offering will be used for
exploration and general corporate purposes and the proceeds from
the FT Unit Offering will be used for Canadian Exploration Expenses
and will qualify as "flow-through mining expenditures", as defined
in the Income Tax Act (Canada).
The securities offered have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements. This press release shall
not constitute an offer to sell or a solicitation of an offer to
buy nor shall there be any sale of the securities in any State in
which such offer, solicitation or sale would be unlawful.
About Warrior Gold Inc.
Warrior Gold is a TSX Venture Exchange-listed Company that owns
the Goodfish-Kirana Property located five km from the Town of Kirkland Lake, Ontario. The Property
is located in the historic Kirkland Lake
Gold Camp which is situated in the prolific Abitibi
Greenstone Belt, recognized as one of the world's highest grade
greenstone belts with over 200 million ounces of gold produced to
date.
The Goodfish-Kirana Property is 11.5 km long by roughly 3 km
wide (34 km2) and contains three major structural
trends: the east-west-trending Kirana Deformation Zone; the
northeast-trending Goodfish Deformation Zone; and the Victoria
Creek Deformation Zone on the recently acquired Sutton claims on the northeast side of the
property. The Property contains numerous historical gold showings,
as well as 18 historical pits and shafts.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements: This press
release contains forward-looking statements. Forward-looking
statements are frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"may", "will", "would", "potential", "proposed" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. The forward-looking statements are based on certain
key expectations and assumptions made by the Company. Although
Warrior Gold believes that the expectations and assumptions on
which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because Warrior Gold can give no assurance that they
will prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. In addition to other risks that may affect the
forward-looking statements in this press release are those set out
in the Company's Management Discussion and Analysis of the
financial condition and results of operations for the year ended
March 31, 2019, and the first quarter
ended June 30, 2019, which are
available at www.sedar.com. The forward-looking statements
contained in this press release are made as of the date hereof and
Warrior Gold undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
This press release does not constitute an offer, invitation
or recommendation to subscribe for or purchase any securities and
neither this press release nor anything contained in it shall form
the basis of any contract or commitment. In particular, this press
release does not constitute an offer to sell, or a solicitation of
an offer to buy, securities in the United
States, or in any other jurisdiction in which such an offer
would be illegal.
SOURCE Warrior Gold Inc.
